Newcrest’s A$28.8 Billion Acquisition by Newmont

On May 15, 2023, Newcrest Mining Limited (“Newcrest”) announced it has entered into a binding scheme implementation deed with Newmont Corporation (“Newmont”), in relation to a proposal for Newmont to acquire 100% of the issued shares in Newcrest by way of a scheme of arrangement. Under the terms of the agreement, Newcrest shareholders will be entitled to receive 0.400 Newmont shares for each Newcrest share held (“Scheme Consideration”). In addition, Newcrest will be permitted to pay a franked special dividend of up to $1.10 per share on or around the implementation of the scheme of arrangement. The Scheme Consideration which would be received by Newcrest shareholders under the proposed transaction, when aggregated with the franked special dividend, represents an implied equity value of A$26.2 billion and enterprise value for Newcrest of A$28.8 billion. Cravath is representing Newcrest as U.S. counsel in connection with the transaction.

The Cravath team is led by partners George A. Stephanakis, George F. Schoen and Andrew M. Wark and includes European counsels Roberto Bruno and Nicoleta D. Lupea, associates Cole DuMond, Samyel Lee, Wonnie Song Hall, Asher Kalman and Kristina B. Klem, and foreign associate attorney Federico Tallia on M&A matters; partners Christopher K. Fargo and Andrew T. Davis and associate Sonia Katharani-Khan on tax matters; partner Eric W. Hilfers and associate Christopher C. Gonnella on executive compensation and benefits matters; partner Margaret T. Segall and of counsel Jesse M. Weiss on regulatory matters; and partner Matthew Morreale, senior attorney Annmarie M. Terraciano and associate Star S. Gulant on environmental matters. Moritz Scheffer also worked on M&A matters and Gregg M. Rader also worked on tax matters.